AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT
2.1
AGREEMENT
AND PLAN OF REORGANIZATION
This
Agreement and Plan of Reorganization (“Reorganization Agreement”) dated as of
February 15, 2006, is made and entered into by and among The Simsbury Bank
&
Trust Company, Inc. (“Bank”), a Connecticut state bank and trust company, SBT
Interim Bank (“Interim Bank”), an interim bank organized under Connecticut law,
and SBT Bancorp, Inc., (“SBT Bancorp”), a Connecticut corporation, as
follows:
Section
1. Outstanding
Shares and Options.
(a) Bank
is a
Connecticut state bank and trust company. Bank has 2,000,000 authorized shares
of common stock, no par value, of which 840,678 are issued and outstanding
and
of which 61,054 are subject to outstanding stock options. Bank has no voting
securities other than the common stock.
(b) SBT
Bancorp is a Connecticut corporation. SBT Bancorp has 2,000,000 authorized
shares of common stock, no par value, of which 1,000 are issued and outstanding.
All of the outstanding shares of common stock of SBT Bancorp are owned by Xxxxxx
X. Xxxxx.
(c) Interim
Bank is an interim bank organized under Connecticut law to facilitate the
reorganization of the Bank into a bank holding company structure. Interim Bank
has 1,000 authorized shares of common stock, no par value, of which 1,000 are
issued and outstanding. All of the outstanding shares of common stock of Interim
Bank are owned by SBT Bancorp.
Section
2. The
Merger.
Pursuant
to Connecticut law, Interim Bank shall be merged into Bank (“Merger”) with Bank
as the surviving entity (“Surviving Bank”). Surviving Bank shall be a
Connecticut state bank and trust company with its main office located in
Simsbury, Connecticut.
Section
3. Stock
and Options.
(a) Stock
of Interim Bank.
On the
effective date of the Merger (“Effective Date”) each share of common stock of
Interim Bank issued and outstanding immediately prior to the Effective Date
shall, by virtue of the Merger, be deemed to be exchanged for and converted
into
one share of fully paid and nonassessable common stock of Bank, and there shall
thereafter be outstanding no other shares, options, warrants or other rights
to
acquire shares of Bank.
(b) Stock
of SBT Corporation.
On the
Effective Date, each share of common stock of SBT Bancorp issued and outstanding
immediately prior to the Effective Date shall be repurchased by SBT Bancorp
for
$1.00 per share.
(c) Stock
and Options of Bank.
On the
Effective Date: (i) each share of common stock of Bank issued and outstanding
immediately prior to the Effective Date shall, by
virtue
of
the Merger, be deemed to be exchanged for and converted into the right to
receive one share of fully paid and nonassessable common stock of SBT Bancorp
in
accordance with the provisions of Paragraph 3(d) hereof and certificates
representing shares of common stock of Bank shall represent solely the right
to
receive shares of SBT Bancorp in exchange therefore; and (ii) each option to
acquire shares of common stock of Bank (“Bank Option”) issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger, be
deemed to be exchanged for and converted into an option to acquire shares of
common stock of SBT Bancorp on the same terms and conditions as the Bank Option
in accordance with the provisions of Paragraph 3(d) hereof and agreements
representing options to acquire shares of the common stock of Bank shall
represent solely options to acquire shares of SBT Bancorp.
(d) Exchange
of Stock and Options of Bank.
On the
Effective Date or as soon as practicable thereafter, the following actions
shall
be taken to effectuate the exchange and conversion specified in Paragraph 3(c)
hereof:
(i) The
holders of common stock of Bank of record immediately prior to the Effective
Date shall be allocated and entitled to receive for each share of common stock
of Bank then held by them one share of common stock of SBT Bancorp.
(ii) Subject
to the provisions of Paragraph 3(d)(iii) hereof, SBT Bancorp shall issue to
the
shareholders of Bank the shares of common stock of SBT Bancorp which said
shareholders are entitled to receive hereunder.
(iii) Thereafter,
outstanding certificates representing shares of common stock of Bank (except
for
certificates issued to SBT Bancorp in connection with the Merger described
in
Paragraph 3(a)) shall represent shares of the common stock of SBT Bancorp and
such certificates may, but need not, be exchanged by the holders thereof for
new
certificates for the appropriate number of shares of SBT Bancorp.
(iv) The
holders of Bank Options immediately prior to the Effective Date shall be
allocated and entitled to receive for each Bank Option then held by them one
option to acquire shares of the common stock of SBT Bancorp on the same terms
and conditions as the Bank Option.
(v) Subject
to the provisions of Paragraph 3(d)(vi) hereof, SBT Corporation shall grant
to
the holders of Bank Options the options of SBT Bancorp which they are entitled
to receive hereunder.
(vi) Thereafter,
outstanding agreements representing Bank Options shall represent agreements
to
acquire shares of the common stock of SBT Bancorp and such agreements may,
but
need not, be exchanged by the holders thereof for new agreements for the
appropriate number of options for shares of SBT Bancorp.
(e) Stock
Option Plan of Bank.
On the
Effective Date and thereafter (i) Bank’s 1998 Stock Option Plan (the “Plan”)
shall be assumed and restated by SBT Bancorp on the same terms and conditions
applicable to the Plan on the Effective Date; (ii) all shares of common stock
of
Bank under the Plan which remain available on the Effective Date for issuance
of
options shall be converted into the same number of shares of common stock of
SBT
Bancorp
and
shall
be available for future option grants made by SBT Bancorp; and (iii) any options
thereafter granted pursuant to the Plan shall be options granted by SBT Bancorp
and shall relate to the common stock of SBT Bancorp.
(f) Stock
of Surviving Bank.
On the
Effective Date, Surviving Bank shall have 2,000,000 authorized shares of common
stock, no par value, of which 1,000 shares shall be issued and outstanding
and
held by SBT Bancorp.
Section
4. Approvals.
(a) Shareholder
Approvals.
This
Reorganization Agreement shall be submitted to the shareholders of SBT Bancorp,
Interim Bank, and Bank for ratification and confirmation to the extent required
by, and in accordance with, applicable provisions of law.
(b) Regulatory
Approvals.
Each of
the parties hereto shall proceed expeditiously and cooperate fully in procuring
all other consents and approvals, and in satisfying all other requirements,
prescribed by law or otherwise, necessary or desirable for the Merger to be
consummated. The obligations of each of the parties to consummate the Merger
shall be subject to the receipt, on or before the Effective Date, of all
required regulatory consents and approvals.
Section
5. Certificates
of Incorporation and By-Laws.
(a) After
the
Effective Date, the Certificate of Incorporation and By-Laws of SBT Bancorp
shall remain in full force and effect in the same form in which they exist
on
the Effective Date. It is the intention of the parties that the Merger will
be
treated as a tax free reorganization pursuant to Section 368 of the Internal
Revenue Code.
(b) After
the
Effective Date, the Certificate of Incorporation and By-Laws of Bank shall
remain in full force and effect in the same form in which they exist on the
Effective Date, as the Certificate of Incorporation and By-Laws of Surviving
Bank.
Section
6. Effect
of Merger and Effective Date.
The
effective date of the Merger (the “Effective Date”) shall be a date chosen by
the Bank and SBT Bancorp after receipt of all required approvals. The effect
of
the Merger provided for herein shall be as prescribed by law.
Section
7. Officers
and Directors.
(a) The
officers and directors of Bank holding office on the Effective Date shall be
the
officers and directors of Surviving Bank after the Effective Date, until death,
resignation or removal as provided by law or until the election and
qualification of their respective successors.
(b) The
officers and directors of SBT Bancorp holding office on the Effective Date
shall
be the officers and directors of SBT Bancorp after the Effective Date, until
death,
resignation
or removal as provided by law or until the election and qualification of their
respective successors.
Section
8. Further
Acts.
The
parties, shall from time to time, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence or
carry
out this Reorganization Agreement.
In
witness whereof the parties have executed this Reorganization Agreement as
of
the date first written above.
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SBT
INTERIM BANK
By:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx, President
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SBT
Bancorp
By:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx, President
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THE
SIMSBURY BANK & TRUST COMPANY, INC.
By:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx, President
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SBT
INTERIM BANK ORGANIZERS
By:
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxx
By:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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THE
SIMSBURY BANK & TRUST COMPANY, INC. DIRECTORS
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/s/
Xxxxxx X. Xxxxxx
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/s/
Xxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxx
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Xxxxx
X. Xxxxxxx
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/s/
Xxxxxx X. Xxxxx
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/s/
Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxx
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Xxxxxx
X. Xxxxxx
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/s/
Xxxx X. Xxxxxxxxx
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/s/
Xxxxx X. Xxxxxx
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Xxxx
X. Xxxxxxxxx
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Xxxxx
X. Xxxxxx
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Xxxx
X. Xxxxxx
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Xxxxxx
X. Xxxxx, Xx., DMD
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/s/
Xxxxx X. Xxxxxxxx
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/s/
Xxxx X. xxx Xxxxxxxxxx
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Xxxxx
X. Xxxxxxxx
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Xxxx
X. xxx Xxxxxxxxxx
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/s/
Lincoln X. Xxxxx
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Xxxxx
X. Xxxxxxxx
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Lincoln
X. Xxxxx
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